Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan.
(b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect.
(c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification.
(d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA).
(e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect.
(f) With respect to any Benefit Plan that is an...
Benefit Plans; ERISA. No Borrower or any Related Company maintains or contributes to any Benefit Plan other than those listed on Schedule 6.1(o). Each Benefit Plan is in substantial compliance with ERISA to the extent that ERISA is applicable, and no Borrower or any Related Company has received any notice asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected by any Borrower to be, incurred by such Borrower or any Related Company. Copies of all such listed Benefit Plans, together with a copy of the latest form 5500 (if any) for each such Benefit Plan, have been delivered to Agent. No Borrower or any Related Company has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Benefit Plan. No Borrower or any Related Company has engaged in a prohibited transaction, as defined in Section 4975 of the Code, in connection with any Benefit Plan, which would subject such Borrower to a material tax on prohibited transactions imposed by Section 4975 of the Code. Except as set forth in Schedule 6.1(o): (i) no Title IV Plan has any Unfunded Vested Accrued Benefits; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Benefit Plan or any Person as fiduciary or sponsor of any Benefit Plan; (iv) no Borrower or any Related Company has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (v) within the last five years no Title IV Plan with Unfunded Vested Accrued Benefits has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of such Borrower or any Related Company; and (vi) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by the Standard & Poor's Corporation or the equivalent by another nationally recognized rating agency.
Benefit Plans; ERISA. Seller is not a party to, and is not a sponsor, administrator or fiduciary of any employee benefit plan, including, but not limited to, an employee benefit plan defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") which is maintained or contributed to by the Company or any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b),
Benefit Plans; ERISA. 3.9.1 Except for Seller’s equity compensation plans, all Benefit Plans are listed on Schedule 3.9.1(a). Except as provided on Schedule 3.9.1(b), with respect to each Benefit Plan, Seller or Apache has heretofore made available to Purchaser, true and complete copies of the following documents: (i) a copy of each written Benefit Plan; (ii) a copy of the most recent summary plan description required under ERISA with respect thereto; (iii) if the Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest Form 5500, if applicable; and (iv) the most recent determination letter received from the IRS with respect to each Benefit Plan intended to qualify under Section 401(a) of the Code.
3.9.2 Except as disclosed on Schedule 3.9.2:
(a) Seller and Apache are members of a controlled group as defined in 430(k)(6)(C) of the Code. All contributions required under Sections 412 and 430 of the Code to each Benefit Plan have been made;
(b) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has filed a notice of intent to terminate any single-employer defined benefit pension plan or has adopted an amendment to treat a single-employer defined benefit pension plan as terminated, nor has such a plan been terminated by Apache, Seller, any ERISA Affiliate of Apache or of Seller or the PBGC;
(c) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has withdrawn from any multiemployer plan with respect to which there is any current outstanding liability; and
(d) since January 1, 2005, all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made and prior to January 1, 2005 all material contributions to Benefit Plans that were required to be made under such Benefit Plans have been made.
3.9.3 Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including ERISA and the Code.
3.9.4 Except as set forth on Schedule 3.9.4, each Benefit Plan intended to qualify under Section 401 of the Code is, and since its inception has been, so qualified and a determination letter (or notification letter in the case of a prototype plan) has been issued by the IRS to the effect that each such Benefit Plan is s...
Benefit Plans; ERISA. (a) Part 3.19 of the Disclosure Schedule identifies and provides an accurate description of each Current Benefit Plan and each Past Benefit Plan. Assist has never established, adopted, maintained, sponsored, contributed to, participated in or incurred any Liability with respect to any Employee Benefit Plan, except for Company Plans identified in Part 3.19 of the Disclosure Schedule; and Assist has never provided or made available any fringe benefit or other benefit of any nature to any of its employees, except as set forth in Part 3.19 of the Disclosure Schedule.
Benefit Plans; ERISA. (a) Schedule 2.14 sets forth a complete and correct list of each bonus, pension, executive compensation, deferred compensation, profit sharing, savings, retirement, stock option, restricted stock or units, equity, stock purchase, severance pay, life, health, disability, accident insurance, welfare, fringe benefit or other compensation or benefit plan, policy, program, arrangement, agreement or commitment, or vacation, paid time off, sick pay, or other employee benefit plan, policy, program, arrangement, agreement or commitment, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), (i) currently maintained, sponsored, or contributed to by, or required to be contributed to by, the Company in respect of any current or former employees, officers, directors, independent contractors or consultants of the Company or their spouses, dependents or beneficiaries or (ii) with respect to which the Company has or may have any liability, contingent or otherwise, including as the result of any ERISA Affiliate or guaranty or indemnity agreement (each, a “Benefit Plan” and, collectively, the “Benefit Plans”).
(b) The following documents have been delivered to the Parent and Buyer prior to the date hereof: (i) true, correct and complete copies of all Benefit Plans, including all amendments thereto, which are employee welfare benefit plans (within the meaning of Section 3(1) of ERISA), or, in the case of any unwritten Benefit Plans, descriptions thereof; and (ii) all trust agreements or other funding agreements including insurance contracts, (iii) the three most recently filed Form 5500 and actuarial valuation or financial information relative thereto and (iv) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to any Benefit Plan received in the last three years.
(c) Each Benefit Plan and related trust has been established, administered and maintained in accordance with its terms and in compliance in all material respects with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and the plan and the trust related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code. All ...
Benefit Plans; ERISA. 17 3.14 Insurance.......................................19
Benefit Plans; ERISA. (a) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, there are no Plans (as defined in Section 9.01) maintained or contributed to by the Company under which the Company has any liability, or which cover any employees, former employees, directors or former directors of the Company or their beneficiaries or provide benefits to such persons in respect of services provided to the Company. The Company is not, nor has it ever been, a member of a "control group" as such term is defined in Section 4001 (a) (14) of ERISA.
(b) Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, the Company has never sponsored or contributed to, or had any liability with respect to, a defined benefit pension plan subject to Title IV of ERISA, including a defined benefit pension plan that is a multiemployer plan as described in Section 3(37) of ERISA, or any Plan subject to Section 302 of ERISA or Section 412 of the Code.
(c) Except as set forth in Section 2.13(c) of the Company Disclosure Schedule, no employees or former employees of the Company participate in any welfare benefit plan which provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 60l through 608 of ERISA or applicable state Law.
(d) Except as set forth in Section 2.13(d) of the Company Disclosure Schedule, each Plan which is an "employee benefit plan," as defined in Section 3(3) of ERISA, has been administered in compliance in all material respects with its terms and the requirements provided by any and all statutes, orders or governmental rules or regulations applicable to the Plan, including but not limited to ERISA and the Code. Each Plan and its related trust that are intended to qualify under Section 401(a) of the Code and Section 501(a) of the Code are so qualified. Each Plan that is intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the applicable provisions of the Code and other statutes, orders or governmental rules or regulations to provide such income tax benefits.
(e) All reports, forms and other documents required to be filed with any governmental entity with respect to any Plan have been timely filed and are accurate.
(f) All contributions or other payments for all periods ending prior to the date of this Agreement (including periods...
Benefit Plans; ERISA. (a) Section 4.16(a) of the Company Disclosure Schedule lists all written (i) Employee Benefit Plans, (ii) employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of the Company or any ERISA Affiliate, and (iii) other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether legally binding or not, and including a specific identification of those which contain severance pay or change of control provisions or pending change of control provisions, which the Company or any ERISA Affiliate maintains, contributes to or has any obligation to or liability for (collectively, the “Plans”). Except as set forth on Section 4.16(a) of the Company Disclosure Schedule, the Company is not party to any agreements regarding the payment of severance.
(b) None of the Plans is a Defined Benefit Plan, and neither the Company nor any ERISA Affiliate has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, a Defined Benefit Plan.
(c) None of the Plans is a Multiemployer Plan, and neither the Company nor any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan.
(d) The Company does not maintain or contribute to any welfare benefit plan that provides health benefits to an employee after the employee’s termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA or similar applicable state law.
(e) Each Plan that is an Employee Benefit Plan is in material compliance with its terms and in operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable to the Plan, including but not limited to ERISA and the Code.
(f) All reports, forms and other documents required to be filed with any Governmental Body or furnished to employees with respect to any Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed or furnished and are materially accurate.
(g) Each Plan intended to qual...
Benefit Plans; ERISA. All Benefit Plans of the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, and copies of all plan documents, --------------------------------------- written descriptions of plans, actuarial reports and filings with any Governmental or Regulatory Authority and determinations with respect to such Benefit Plans) have been delivered or made available to Parent. None of the Benefit Plans are Defined Benefit Plans. Except as disclosed in Section 2.14 of --------------- the Disclosure Schedule: -----------------------
(a) each Benefit Plan has at all times been maintained and administered in accordance with its material terms, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all applicable Law, including ERISA and the Code;
(b) to the Company's knowledge, each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax exempt under Section 501(a) of the Code;
(c) the Company is not now, nor at any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other company, entity or enterprise;
(d) the Company does not presently maintain or contribute to, nor any time has it maintained or contributed to, any single-employer plan (within the meaning of Section 3(41) of ERISA) subject to Title IV of ERISA, and the Company is not aware of any circumstances pursuant to which the Company could have liability to any party under Title IV of ERISA;
(e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA;
(f) the Company has not incurred, nor does it reasonably expect to incur, any liability for any tax imposed under Sections 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA;
(g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement;
(h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or comparable state laws;
(i) no Action or Proceeding (excluding claims...
